METALS AUSTRALIA LTD — Share Issue/Capital Change 2012

Mar 15, 2012

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

METALS AUSTRALIA LTD

ABN

38 008 982 474

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• ⁺Class of ⁺securities issued or to be $\mathbf{1}$ issued
• Number of ⁺securities issued or to be $\overline{2}$ issued (if known) or maximum number which may be issued
• Principal terms of the 'securities (eg, if $\overline{\mathbf{3}}$ options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if ⁺convertible securities, the conversion price and dates for conversion)
• Do the ⁺securities rank equally in all $\boldsymbol{4}$ respects from the date of allotment with an existing ⁺class of quoted ⁺securities?
• Issue price or consideration 5
• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• Dates of entering ⁺securities into $\overline{7}$ uncertificated holdings or despatch of certificates

• See chapter 19 for defined terms.

• 8 Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 2 if applicable)

• Number and ⁺class of all ⁺securities not $\mathbf{Q}$ quoted on ASX (including the securities in clause 2 if applicable)

___ -------------- Number _____	__ _ SS __ _______

Number	+ Class
___

Dividend policy (in the case of a trust, 10 distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• Is security holder approval required? $\mathbf{11}$
• Is the issue renounceable or non-12 renounceable?
• Ratio in which the ⁺securities will be $13$ offered
• ⁺Class of ⁺securities to which the offer $14$ relates
• *Record date to determine entitlements 15
• Will holdings on different registers (or $16¹⁶$ subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements in $17$ relation to fractions
• Names of countries in which the entity $18$ has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

• Closing date for receipt of acceptances or 19 renunciations
• Names of any underwriters $20_o$

• 21 Amount of any underwriting fee or commission
• Names of any brokers to the issue $22$
• Fee or commission payable to the broker $23$ to the issue
• Amount of any handling fee payable to 24 brokers who lodge acceptances or renunciations on behalf of +security holders
• If the issue is contingent on $+$ security 25 holders' approval, the date of the meeting
• Date entitlement and acceptance form $26₂$ and prospectus or Product Disclosure Statement will be sent to persons entitled
• If the entity has issued options, and the $27$ terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• Date rights trading will begin (if 28 applicable)
• Date rights trading will end (if 29 applicable)
• How do *security holders sell their 30 entitlements in full through a broker?
• $31$ How do *security holders sell part of their entitlements through a broker and accept for the balance?
• How do ⁺security holders dispose of their $32$ entitlements (except by sale through a broker)?
• ⁺Despatch date 33

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

Type of securities 34 (tick one)

⁺ See chapter 19 for defined terms.

Securities described in Part 1 $(a)$ $\Box$

$(b)$ All other securities ⊠

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

X

Entities that have ticked box 34(a) Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• If the *securities are *equity securities, the names of the 20 largest holders of the additional 35 *securities, and the number and percentage of additional *securities held by those holders
• If the *securities are *equity securities, a distribution schedule of the additional *securities 36 setting out the number of holders in the categories

1 - 1.000	Ω
$1.001 - 5.000$	0
5,001 - 10,000	Λ
10,001 - 100,000	49
100,001 and over	7
TOTAL	56

A copy of any trust deed for the additional *securities 37

Entities that have ticked box 34(b)

• Number of securities for which 38 ⁺quotation is sought
• Class of *securities for which quotation 39 is sought
• Do the ⁺securities rank equally in all 40 respects from the date of allotment with an existing ⁺class of quoted ⁺securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate $\bullet$ for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

163,665,000

Options exercisable at 2 cents on or before 30 September 2013

No

Shares issued on exercise of options will rank equally with the then existing ordinary fully paid shares

⁺ See chapter 19 for defined terms.

Reason for request for quotation now 41

Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number and ⁺class of all ⁺securities $42$ quoted on ASX (including the securities in clause 38)

Unquoted options satisfying requirements of quotation

Number	$+$ Class
	737,942,327 Ordinary shares
	163,665,000 Options exercisable at 2 cents on or before 30 September 2013

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted rquotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{\mathbf{4}}$ information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on

⁺ See chapter 19 for defined terms.

the information and documents. We warrant that they are (will be) true and complete.

Sign here: Lodged electronically Norman Grafton Company Secretary

Date: 16 March 2012

$\begin{tabular}{ll} = & $\leftarrow$ & $\leftarrow$ & $\leftarrow$ & $\leftarrow$ & $\leftarrow$ & $\leftarrow$ \ \hline \end{tabular}$

⁺ See chapter 19 for defined terms.

METALS AUSTRALIA LTD

OPTIONS EXERCISABLE AT 2 CENTS ON OR BEFORE 30 SEPTEMBER 2013

EINANE	and the state of the control of the state of the state of the state of the state of the state of the state of	CURRENT UNITS PERCENTAGE
COLBERN FIDUCIARY NOMINEES PTY LTD		150,000,000	91.65063
BLUEBASE PTY LTD		5,232,500	3.19708
KALGOORLIE MINE MANAGEMENT PTY LTD		5,172,500	3.16042
MR BRUCE STEWART		890,000	0.54379
DR MATTHEW PAINTER & MS JULIE JONES		350,000	0.21385
MRS SHARIN HOW LENG GRAFTON		225,000	0.13748
MS GILLIAN ARKWRIGHT		200,000	0.1222
CONISTON PTY LTD		100,000	0.0611
JADEL PTY LTD		100,000	0.0611
DAGANA PTY LTD		80,000	0.04888
CACONDA PTY LTD		75,000	0.04583
KALGOORLIE MINE MANAGEMENT PLY LTD		75,000	1.04583
JAMES JOHN DEL PIANO		60,000	1.03666
PAN PACIFIC MINING PTY LTD		35,000	1.02139
CAMBRIAN INVESTMENTS PTY LTD		30,000	0.01833
MR PAUL GERARD HIGGINS		30,000	0.01833
SILVERGLADE NOMINEES PTY LTD		30,000	0.01833
PAUL THOMAS STEWART		30,000	0.01833
ADAM DANIEL ARKWRIGHT		25,000	0.01528
BACHILTON PTY LTD		25,000	0.01528
TOTAL		162,765,000	99.45012